General terms of service

1. Scope

These general terms apply to all assignments between Borignis OÜ (hereafter “Pohja Studio”) and the customer (hereafter the “Customer”) concerning the design and implementation of websites, brands, applications and other digital services.

These terms apply unless otherwise agreed in a written proposal or a separate agreement. The Customer’s own general purchasing terms do not bind Pohja Studio unless expressly accepted in writing.

2. Formation of the agreement

The agreement is formed when:

1. Pohja Studio has delivered a written proposal to the Customer, and
2. the Customer has accepted the proposal in writing (email is sufficient).

The proposal is valid for 14 days unless stated otherwise. Work started after the proposal is accepted cannot be cancelled without the consequences described in section 9.

3. Obligations of Pohja Studio

Pohja Studio undertakes to:

• Deliver the agreed assignment professionally and on the agreed schedule
• Inform the Customer of delays or changes without delay
• Keep the Customer’s information and materials confidential
• Deliver the agreed result and the related files in the agreed format

4. Obligations of the Customer

The Customer undertakes to:

• Provide the necessary materials, information and approvals on the agreed schedule
• Give feedback within a reasonable time (as a rule, 5 working days)
• Pay invoices by their due date
• Name a contact person with the authority to make decisions about the assignment

A schedule slipping because of the Customer’s delay does not entitle the Customer to a price reduction or damages.

5. Pricing and invoicing

5.1 Prices

Prices are itemised in the proposal. Prices exclude VAT (VAT 0 %) under the EU reverse charge mechanism when the Customer is a VAT-registered business in another EU member state (Article 196 of the VAT Directive).

5.2 Additional work

Changes and additional work outside the proposal are billed separately at the agreed hourly rate. The Customer is informed of additional work in writing beforehand.

5.3 Payment term

The payment term is 14 days from the invoice date unless agreed otherwise in the proposal.

5.4 Payment schedule (typical)

• 50 % when the assignment starts (advance invoice)
• 50 % at delivery

For larger projects, interim payments can be agreed separately.

5.5 Interest on late payment

Overdue amounts accrue interest under the Estonian Law of Obligations Act (võlaõigusseadus, §§ 94 and 113): the European Central Bank main refinancing rate + 8 percentage points, in line with the EU Late Payment Directive (2011/7/EU).

6. Delivery and acceptance

6.1 Delivery

Pohja Studio delivers the result in the agreed form (for example publishing the website, delivering files, deployment).

6.2 Acceptance

The Customer has 7 working days from delivery to raise any defects in writing. If no complaint is made within that time, the delivery is considered accepted.

6.3 Warranty

Pohja Studio fixes malfunctions caused by technical defects free of charge within 30 days of delivery. The warranty does not cover changes made by the Customer or changes in third-party services.

7. Intellectual property

7.1 Transfer to the Customer

After the final payment, the Customer receives full rights to the delivered result: the website, graphics and other material created for the project.

7.2 Rights of Pohja Studio

Pohja Studio has the right to use the delivered work as a reference (portfolio, website, marketing), unless the Customer has forbidden this in writing.

7.3 Third-party materials

The Customer is responsible for ensuring that the materials they provide (images, texts, logos) do not infringe third-party copyrights. Pohja Studio is not responsible for the legal content of materials provided by the Customer.

7.4 Open source components

The implementation may use open source libraries (for example under MIT or Apache licences). The terms of those licences apply to them.

8. Limitation of liability

8.1 Indirect damages

Pohja Studio is not liable for indirect damages such as lost revenue, loss of data or business interruption.

8.2 Total liability

Pohja Studio’s total liability for an individual assignment is limited to the total invoiced value of that assignment (VAT 0 %).

8.3 Third parties

Pohja Studio is not responsible for outages or changes in third-party services (hosting, domains, payment services, analytics).

9. Cancellation and termination

9.1 Cancellation by the Customer

If the Customer cancels the assignment after it has started:

9.2 Termination by Pohja Studio

Pohja Studio has the right to terminate the agreement immediately if:

• The Customer does not pay an overdue invoice within 14 days of a reminder
• The Customer materially breaches these terms and does not remedy the breach within 14 days of a written notice

10. Confidentiality

Both parties undertake to keep the other party’s confidential information secret. The obligation applies for the duration of the agreement and for 2 years after it ends.

The confidentiality obligation does not cover information that is publicly available or that a party has received from a third party without an obligation of secrecy.

11. Force majeure

Pohja Studio is not liable for a failure to perform its obligations caused by force majeure, such as a natural disaster, pandemic, order of an authority, cyber attack or another obstacle beyond its control. Pohja Studio informs the Customer of a force majeure event in writing without delay.

12. Governing law and disputes

12.1 Governing law

These terms are governed by Estonian law, unless mandatory provisions require otherwise.

12.2 Dispute resolution

The parties aim to resolve disagreements primarily through negotiation. If no agreement is reached within 30 days of a written complaint, disputes are resolved at Harju County Court (Tallinn, Estonia).

13. Changes to these terms

Pohja Studio has the right to change these terms. The current terms are always published in Finnish at pohjastudio.fi/kayttoehdot (the authoritative version) and in English at pohjastudio.fi/en/terms. Changes do not affect agreements made before the change.

14. Contact details

Borignis OÜ (Pohja Studio)
Registration number: 16627712 · Estonian Business Register
Maarjamõisa tee 35-9, 73501 Aravete, Estonia
info@pohjastudio.fi · +358 40 054 7270
pohjastudio.fi